Finwise Bancorp — Major Shareholding Notification 2023

May 16, 2023

SC 13G 1 tm2315884d1_sc13g.htm SC 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Finwise Bancorp

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

31813A109

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 31813A109 Page 2 of 5

| 1 | NAMES
OF REPORTING PERSONS Menachem Wilenkin | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.A. | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 647,540 |
| | 6 | SHARED
VOTING POWER 47,280 |
| | 7 | SOLE
DISPOSITIVE POWER 647,540 |
| | 8 | SHARED
DISPOSITIVE POWER 47,280 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 694,820 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.40% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 31813A109 Page 3 of 5

Item 1.

(a) Name of Issuer

The name of the issuer is Finwise Bancorp. (the “ Issuer ”).

(b) Address of Issuer’s Principal Executive Offices

756 East Winchester, Suite 100, Murray, UT 84107.

Item 2.

(a) Name of Person Filing:

Menachem Wilenkin

(b) Address of Principal Business Office or, if None, Residence:

Principal Business Office: c/o Business Funding Group, LLC, 84 West Park Place, Stamford, CT 06901.

(c) Citizenship:

U.S.A.

(d) Title of Class of Securities:

Common Stock, $0.001 par value per share (“ Common Stock ”).

(e) CUSIP Number:

31813A109.

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a8). (e) ¨ An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) ¨ A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ¨ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Not applicable.

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 31813A109 Page 4 of 5

ITEM 4. Ownership.

(a) Amount beneficially owned:

As of December 31, 2022, Mr. Wilenkin may be deemed to beneficially own: 694,820 shares of Common Stock including, 47,280 shares of Common Stock underlying warrants owned by a limited liability company as to which Mr. Wilenkin shares voting and dispositive power

(b) Percent of class:

5.40%. The percentage used herein is rounded to the nearest hundredth and based on 12,824,572 shares of Common Stock outstanding as of March 27, 2023 pursuant to the Issuer’s Form 10-K for the year ended December 31, 2022.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 647,540 shares of Common Stock;

(ii) Shared power to vote or to direct the vote: 47,280;

(iii) Sole power to dispose or to direct the disposition of: 647,540 shares of Common Stock; and

(iv) Shared power to dispose or to direct the disposition of: 47,280.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 31813A109 Page 5 of 5

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 15, 2023

By:
Menachem
Wilenkin

Field: Page; Sequence: 5; Options: Last

Field: /Page